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Airdate: May 21, 2002
Written by: Alfred Gough & Miles Millar
Directed by: Greg Beeman
Transcript by: Rachel O'Connell


Open on a shot of shiny, expensive shoes. We pan up a man's body slowly, past the expensive pants and billowing black trenchcoat. We pull back to reveal the man is Lex Luthor. Lex is standing outside the LuthorCorp plant, on the helicopter pad. He stares up into the blustery gray sky, his face an unreadable mask. We pan over to see what Lex is looking at--a LuthorCorp Helicopter slowly lowering to the landing pad. Inside, Lionel Luthor flashes his son a wolf like grin as the helicopter lands and he exits, walking briskly toward Lex.

Lionel: (Speaking loudly to be heard over the helicopter) Beautiful day, isn't it?

Lex: (Also speaking loudly) So far, but they're calling for storms later.

Both men turn and head toward a set of stairs that leads to an outdoor platform

Lionel: Well, you know the heartland--some things can change in a minute!

The two men begin climbing the flight of stairs

Lionel: Is everyone assembled?

Lex: 24 hours isn't a lot of notice. Do you plan on giving me the heads up as to the nature of your remarks?

Lionel: Just one of my customary motivational speeches you've heard hundreds of times. (Lionel reaches the landing and greets Gabe Sullivan with a handshake) How are you?

Gabe: (Smiling) How are you doing?

Lionel: Good to see you. (To various other managers assembled on the landing) Good morning. Good to see you. Good morning. Fire up the troops!

Lionel starts up a shorter flight of stairs toward a large platform, with Lex in tow.

Lex: The plant made a profit this quarter for the first time in two years. My people are expecting a pat on the back and they deserve to get it.

Lionel: I'll try not to disappoint them.

Lionel comes out onto the platform to the sound of cheers. He raises his hands, waving in a victory like pose. We pull around to see in front of the platform sit the employees of LuthorCorp Plant Three, cheering and waving to Lionel. Lionel heads toward a podium in the center of the platform as Lex and the other managers fan out behind him.

Lionel: Thank you. Thank you. (Adjusting the mic while the cheers die down) As most of you know, you've all worked extremely hard this past year and you should all be proud of yourselves.

The crowd cheers and applauds. Lionel makes hand motions to quiet the crowd, while Lex looks out on his employees proudly, clapping along with them.

Lionel: Just as a ship can only follow the course set by its captain, any business is only as good as its leadership.

Lex glances at his father in surprise, as he didn't expect his father to comment on Lex's leadership in his remarks.

Lionel: Due to management failures beyond your control, this plant will be closing, effective immediately.

The crowd jeers angrily and boos, while Lex just stares at his father, the earlier surprise on Lex's face giving way to shock.

Lionel: Good luck to all of you.

With that, Lionel swiftly turns and heads toward the steps, Lex quickly following him. The crowd is still quite agitated and upset.

Lex: (Following Lionel down the steps) You just fired 2500 people and blamed it on me.

Lionel: One day you'll thank me, Lex. Smallville isn't in your future. It's just a brief chapter in your biography.

Lex: Don't do this!

Lionel: We live in a meritocracy, Lex. The weak get left behind. The plant wasn't producing. I had no other option.

Lex: (Angrily) Spare me the corporate barbarian spiel! Those people have husbands and wives, children, mortgages!

Lionel: (Heading toward the helicopter) We're in business to make profits, not friends! You can't let your emotions get in the way of making tough decisions.

Lex: (Shouting angrily, and not just to be heard over the helicopter) Don't lecture me about letting emotions get in the way! This plant was showing a profit. You're only shutting it down because I wouldn't go work for you in Metropolis!

Lionel: Lex, you may have felt that you found a home here, but you were mistaken! This was just your training ground. (Lionel starts toward the helicopter) Well, your training is over!

Lex looks on, his face one of anger and disbelief.

Lionel: (Opening the door to the helicopter) You're coming home, son!

With that, Lionel climbs inside and the helicopter takes off, leaving Lex standing there, clenching his jaw in anger, looking again at the gray sky as the helicopter flies away.

(Opening Credits)

Shot of a hallway inside Smallville High. Pete is standing talking to a friend, as Clark comes into view, carrying pages from a magazine.

Clark: Pete! I need your opinion. (Shows Pete the magazine pages) Classic black or traditional red?

The two boys begin walking down the hallway together.

Pete: For what?

Clark: (Frustrated) My tie-cummberband combo. I gotta get my tux order in today!

Pete: (Grabbing one of the pages from Clark's hands) If I were you, I'd stick with the traditional black. This is no time to get adventurous.

Clark: (Taking the page back) You're right.

Lana comes up from around the corner and walks up behind the boys, hearing the end of their conversation.

Lana: I don't know Clark. Red always looks good on you.

Clark: Then red it is.

Pete: (To Lana) Thanks. Now I got to go make a call and change my order. Don't want people mistaking us for twins.

Clark:Yeah, because that happens all the time.

Pete walks off, and Lana and Clark continue down the hall.

Lana: (Laughing) You seem really excited about the dance.

Clark: I am. But between the tickets, renting the tux, and buying flowers, it gets expensive.

Lana: (Dryly) You should try finding the right dress. I guess the limo's out.

Clark: I'm actually thinking of asking Lex if I can borrow his. Chloe said she doesn't care, but deep down I know she wants one. I'm trying to surprise her thought, so keep it between us.

Lana: My lips are sealed.

In the background, we see Chloe, wearing an upset expression on her face, rushing toward Clark and Lana. Clark turns and sees her, and his expression instantly goes from one of amusement to one of concern when he sees her face.

Clark: (Concerned) Chloe?

Chloe: They're closing the LuthorCorp Plant.

Clark and Lana look around, puzzled.

Cut to a shot close up shot of the Smallville Ledger. The bold headline informs us this is a special edition, and the lead story announces "LuthorCorp Plant To Close.Management Problems" cited. We pull back and see we are inside the Kent farmhouse. Clark comes in the back door, while his parents sit on the couch in the living room, reading the newspaper. The back page of the newspaper also contains a story on LuthorCorp, this one regarding the history of the plant.

Clark: So you heard.

Martha: (Nodding) The Ledger rushed a special edition. They haven't done that since the meteor shower.

Clark crosses the room, taking off his backpack and sitting across from his parents.

Clark: (Sadly) I talked to Chloe. She's pretty upset.

Jonathan: I spoke to her father. He's in shock.

Martha: I don't blame him.

Clark: (Concerned) How's this gonna affect us?

Martha: Well, that plant was Smallville's biggest employer. Shutting it down is gonna have a domino effect on everyone.

Jonathan: (Resignedly) I can't believe that Lex would run the thing into the ground in less than a year.

Clark: Why are you blaming Lex? His dad closed the plant. Lex just...

Jonathan: (Interrupting) Son, whatever issues Lionel Luthor has with his son have now cost half the town their jobs.

Clark: (Annoyed) You should be happy then. It means Lex is going back to Metropolis and out of our lives.

Jonathan: (Angrily) The plant closing is going to hurt a lot of people, Clark. Now as much as I would like Lex out of our lives, I wouldn't wish that one anybody.

Clark: (Apologetic) I know, Dad. (Getting up from his seat) It's just...Lex cares about the town. He said he had big plans.

Jonathan: The road to hell is paved with good intentions.

Jonathan gets up and leaves, as Clark watches him go, thinking about what he said.

Cut to a shot of an open field. Lana and Whitney are out walking. Whitney is behind Lana, covering her eyes with his hands, guiding her toward a surprise he has for her.

Whitney: Okay. Turn. We're almost there.

Lana laughs

Lana: All right. Okay.

Whitney: Stop. Open your eyes.

Lana stops, and Whitney removes his hands from her eyes. He embraces her from behind as Lana looks around. Her eyes widen as she takes in the romantic picnic Whitney has spread out before her, next to a pond in the field.

Lana: (Impressed) Wow. (She turns to him, puzzled) Why are you being so mysterious?

Whitney: Can't a guy plan a picnic for his girlfriend?

Lana: (Laughing) I'm not complaining. It's just kind of spontaneous.

The two sit down on the blanket.

Whitney: (Jokingly) Are you saying I'm usually boring?

Lana: (Laughing) I'm saying this is very nice. I'm just wondering what the occasion is.

Whitney: (Presenting Lana with a rose) It's to thank you for everything. It's been a difficult year, and you stood by me. I pushed you away--you could have made other choices, and you didn't.

Lana: We've been together a long time. I would never abandon you when you needed me.

Whitney: (Seriously) There's something I wanna tell you.

He turns and pulls something out of his backpack. As he's doing this, Lana continues talking.

Lana: (Nervously) know...ahem...maybe we should...

Whitney retrieves what he's looking for, and turns to hand it to Lana. It's a folded piece of paper.

Lana: (Looking seriously at Whitney) What's this?

Whitney: (Nervously) Read it.

Lana unfolds the letter. At the top of the stationary, we see the letterhead reads "United States Marine Corps"

Lana: The United States Marine Corps?

Whitney: (Excited, but nervous) I enlisted. I think it's the right thing for me to do.

Lana continues to stare at the letter in shock.

Whitney: When I found my dad's medals, I felt he was telling me which path I should take.

Lana: You can't do this for your father...

Whitney: I'm not. I'm doing it for us.

Lana looks at Whitney in shock.

Whitney: Please. Don't be mad.

Lana: (Shaking her head as she goes back to staring at the letter) It's just so fast, you know? I need some time to process it.

Whitney: I don't have a lot of time.

Lana looks up and meets Whitney's eyes, upset.

Whitney: I ship out for basic training Saturday night.

Lana's jaw drops.

Lana: What about graduation?

Whitney: The only thing I'm gonna miss in Smallville is you. (Pauses) Will you wait for me?

Lana just stares at Whitney, unsure of what to say.

Cut to a shot of the outside of Luthor Manor. We then cut to a shot of the small disc Lex found in the field. It's lying on his desk. A hand reaches out and grabs it. As we pull back, we see Clark is the one picking up the disc. He looks at it, and swallows nervously. He knows it's a piece of his ship. He glances around, unsure of what to do. We see a flash of blue behind him as someone approaches.

Lex: (Entering the study, carrying some folders of work) Clark, I got your messages...but I've been having a bad day.

Lex crosses around and goes behind his desk.

Clark: Nice paperweight.

Lex sees Clark holding the disc.

Lex: Yeah. Very unique. Sure you can afford being seen with the town pariah?

Clark: (Setting the disc down) I'll take my chances.

Clark sits across from Lex's desk.

Clark: (Seriously) What happened Lex?

Lex: The two theories seem to be...I either ran the plant into the ground through incompetence, or did it deliberately so I could go back to Metropolis.

Clark: Your dad already offered you a job in Metropolis. Just tell people the truth.

Lex: Then I get stuck with the incompetence rap. Being reviled is the lesser evil.

Clark: I guess you're going back to Metropolis then.

Lex: That's why my father orchestrated his coup, but this isn't over.

Clark: You have a plan?

Lex: Maybe.

Lex stares off, thinking, as Clark watches him.

Clark: You have a lot of work to do.

Clark gets up to leave Lex to his work.

Lex: Clark, thanks for stopping by. It means a lot.

Clark: What are friends for?

Lex gives Clark a small smile as Clark turns to leave. As Clark walks out, Lex picks up the disc and studies it for a moment, sighing. He then opens a compartment in a small box on his desk and places the disc inside for safekeeping.

Cut to a shot of the Smallville Torch's office. Chloe is working on a computer as Clark enters the office.

Clark: (Reaching over to grab a chair) I thought I'd find you here.

Chloe: My dad and I can't really do the whole depressed thing together, so...

Clark: You know, if you're not up for Saturday night, I understand.

Chloe turns quickly to look at Clark.

Chloe: Are you kidding me? It's the only thing I have to look forward to right now. (Gets up to put some papers in a file cabinet) Besides, I want to enjoy all the quaint Smallville High customs while I still can.

Clark: Why? Where are you going?

Chloe:(Matter of factly) My dad's talking about moving us back to Metropolis. Permanently.

Clark: (Getting up from his chair, upset) What about the Torch and all your friends?

Chloe: (Trying to brush him off) I can't even think about that right now.

Chloe tries to cross the office quickly, but Clark reaches out and stops her.

Clark: (Upset) Hey!

Chloe: (sighing) Clark, I'm not exactly psyched about having to fight my way though the high school hierarchy all over again.

Clark gives Chloe a sympathetic smile.

Chloe: You're gonna miss me, right?

Clark: (A bit insulted that she'd think that) You even have to ask?

Chloe: Just promise me Saturday night is gonna be great.

Clark: (Smiling) It'll be a night you won't forget.

Chloe returns his smile, before reaching out and picking a piece of lint off his shirt. They continue to smile at each other.

Cut to a shot of Lex's study. We see Gabe Sullivan and several other managers from the plant who were present in the opening scene milling around. Lex greets them as he enters the room.

Lex: I appreciate you coming. My father doesn't know about this meeting, and I'd like to keep it that way. (Walks behind his desk) When I first came here, people assumed I was just another glaring example of nepotism---unskilled and promoted over the heads of the more competent and deserving. But I'd like to think the people in this room feel differently. If we can raise the capital for an employee lead buy-out, we can keep the plant running.

Lex hands a folder containing his proposal to one of the managers.

Manager: Buyout?

Lex: I can raise nearly 90% of the capital.

Manager: (Disbelieving) What about the rest? We're supposed to mortgage our houses?

Lex: It's a risk, I know, but in exchange, the investors will become minority owners.

Gabe: Doesn't your father control the board? What makes you think he's gonna go along with a buyout?

Lex: I know a couple of members I can convince, and I don't need a unanimous decision. I'm offering you the chance to take control of your own destiny. Stand with me, and we will win.

Cut to a shot of the Talon sign, lit up against the night sky. The marquee declares it the home of "Smallville's Best Cappucino." A couple of kids filter out as Clark enters. He walks in, obviously upset. He leans against the wall, lost in thought. Lana, looking up from clearing tables, sees him.

Lana: Clark? Out wandering the streets of Smallville?

She smiles, but Clark doesn't return the smile as he sighs and walks over to sit on the steps leading to the balcony.

Lana: (Concerned) What is it?

Clark: (Sitting down on the steps) I just...uh...found out that Chloe might be leaving for good. I'm not sure I really believe it's true.

Lana: I know what you mean.

Lana sits on a chair across from Clark.

Clark: You do?

Lana: (Takes a deep breath) Whitney's going off to join the Marines.

Clark: That's intense.

Lana: He told me he was doing it for us...and asked if I'd wait for him.

Clark: (Surprised) Really. What did you say?

Lana: (Laughs disbelievingly) Nothing. I kind of just stood there in stunned silence. One day he's worried about his English paper, and the next he's putting on a uniform and saving the world.

Clark: So you didn't commit?

Lana: I told him I wasn't sure.

Clark: When's he head out?

Lana: (Looking down at her hands) Saturday night.

Clark: (Dryly) I guess you don't have to worry about your dress.

Clark's joke works as Lana laughs.

Lana: I can't believe both Whitney and Chloe are gonna be out of our lives.

Clark: Me neither.

Lana: (Matter of factly) I guess we get left behind Clark.

Clark and Lana just stare at each other sadly.

Cut to a shot of a fencepost being pounded into the ground with great force. We pull back and see it's the next day, and Clark is in the field, planting posts for a fence into the ground. He walks back and forth, grabbing fenceposts out of the back of the pickup truck, then driving them into the ground angrily. After a few posts, he stops and sighs, leaning against a post and thinking about whatever has him upset. He then goes over and grabs his jacket off the roof of the truck. He pulls it on before climbing inside and starting the truck.

As Clark starts the truck, we pull back and see the front of the truck explode into a massive fireball. Soon, the entire truck is engulfed in flames and a huge fireball from the explosion billows into the sky, black smoke everywhere. We see the drivers side door of the truck fly off with great force, and Clark calmly steps from the truck. His jacket is on fire as he slowly walks away from the burning truck, taking off his jacket as he goes. He turns to look at the truck and tosses his jacket on the ground. Clark's face is covered with soot, and his T-shirt is in shreds. He rips the T-shirt off his body and tosses it down with his jacket as he stares at what's left of the truck.)

Cut to a shot of Clark looking at the truck, only this time we're seeing it from the viewfinder of a camcorder. We pull back to see Roger Nixon inside a car parked nearby, holding a detonator in one hand and the camcorder in the other as he watches Clark.

Cut to a shot of Clark inside the house, coming down the steps from his room, buttoning up a clean flannel shirt. Martha and Jonathan approach him as he reaches the bottom of the stairs.

Clark: (Still descending the stairs) What do you think caused the explosion?

Jonathan: Son, my guess is it was a leaky fuel line. The fumes must have ignited the fertilizer in the back of the truck. I'm sorry. I should have checked it better.

Clark: I'm just glad I was in the cab and not one of you guys.

Martha: (Hugging Clark tightly) Oh, sweetheart!

Clark: The truth is, I barely felt the heat this time. And the debris didn't leave any bruises.

Martha and Jonathan share a concerned look.

Martha: As you get older, your body must be getting stronger.

Clark looks surprised, and looks to Jonathan, who simply nods.

Cut to a shot of Lex inside his study. He's sitting in a leather chair, his feet propped up on the matching ottoman in front of him. His laptop is open on his lap, and he rubs his temple as he reads the screen. We see a shot of the screen and it appears he's reading an email advising him about the current crisis. Lex smiles for a second and swallows hard, before pushing a button and switching the screen over to some standard spreadsheets...not a moment too soon, as Lionel throws open the doors to the study.

Lionel: (Sarcastically) What? You're not in a hurry to pack?

Lex: (Sighs) That's because I'm not leaving.

Lionel: Accept your fate, Lex. It's time to move on.

Lex: (Matter of factly) I'm forcing a vote of the board of directors to accept an employee lead buy-out of the plant.

Lionel: (Laughing as he pours himself a drink) What are you going to do? Convince the employees to take out a second mortgage? (Mock surprise) Cash in their IRA's.

Lex: Something like that.

Lionel: Even if you sell all your stock and drain your trust fund, you still come up short, Lex. What are you going to do about the rest of the money, hmm?

Lionel crosses the room to stand behind Lex. Lex quickly closes his laptop so Lionel can't see the screen and Lionel half-sits on the back of the chair.

Lex: Take the buyout now and you can keep your dignity. (Lionel laughs) It's more than you left me.

Lionel: That's very gracious of you, son. You might want to look at this first.

Lionel pulls several folded papers from his suit pocket and tosses them onto Lex's lap. Lex unfolds them and reads them as Lionel gets up from the back of the chair and stands in the center of the room, sipping his drink and looking out the window behind Lex's desk.

Lex: (Not at all surprised) You've bought the Smallville Savings and Loan.

Lionel: Go ahead. Lead your buy-out. But remember, I own your employees mortgages. As soon as they begin missing payments, I won't hesitate to foreclose on each and every one of them. (Lex just smiles, annoyed, and rubs his eyebrow as Lionel talks) They'll be homeless, and it'll be your fault. You ready to accept that kind of responsibility?

Lex remains silent, rubbing his eyebrow as if he has a Lionel induced headache and studying the deed to the bank

Lionel: If you're going to take me on, son, you're going to have to bring your game up to a whole different level.

Lex just gives Lionel a small, annoyed smile.

Cut to a shot of a stairway in Smallville High, bustling with students. Clark sees Chloe coming down the steps and meets her on the landing and they descend the stairs together.

Clark: Chloe! Where have you been all day?

Chloe: I just went to pick up my dress.

Clark: We have a problem.

Chloe: (Dismayed) You can't go.

Clark: I just can't pick you up. My transportation kind of went up in flames. I was gonna ask Lex if I could borrow his limo, but with all the plant craziness...

Chloe: (Relieved) Clark, I'll drive.

Clark: (Embarrassed) That ruins the whole Prince Charming vibe.

Chloe: (Smiling) Cinderella was never really my role model.

Clark and Chloe laugh. As they walk down the hall, they pass Lana and Whitney, who are surrounded by Whitney's football buddies, listening to Whitney explain why he joined the Marines.

Whitney: I dunno, man. It's just something I gotta do.

Chloe: (Once they're out of earshot of Whitney) So...Whitney's off to fight evil for Uncle Sam.

Clark: I heard.

Chloe: That technically makes Lana a free agent.

Clark and Chloe reach Chloe's locker. Clark leans against the locker next to hers while Chloe fiddles with the combination of her locker.

Clark: He asked her to wait for him.

Chloe: (Laughs slightly as she turns to look at Whitney and Lana) Long distance relationships never work. People change, have different experiences. (Turns back to Clark) It's kind of like us, you know? I'm sure after a couple of weeks, you'll forget all about me.

Clark: (Upset) Chloe!

Chloe: (Sighs and rushes through her speech) OK, I just--I have this horrible nightmare that you are going to rush to the bus station after Whitney leaves and profess your undying love for Lana, and I'm going to be waiting at the gym all alone, and if you do that to me Clark, I will never speak to you again, OK? I said it.

Clark: (Seriously) Chloe.

She looks at him worriedly, but he puts his hands on her shoulders, leans in and gives her a gentle, lingering kiss on the cheek. As he does so, Lana walks by. From her perspective, it looks as if Clark is kissing Chloe on the lips, and Lana expression reveals she's somewhat bothered by that as she passes them and continues down the hall.

Clark pulls back from Chloe and smiles at her.

Clark: I'm going to the dance with you, not by default, but because I want to.

Chloe smiles, a little embarrassed by her outburst.

Chloe: All right, I feel better now.

Clark returns her smile with one of his own.

Cut to a shot of the marquee of the Talon. It's afternoon, and the marquee reads "Congrats Grads. Now what". Inside, we see Clark walking through, looking at his styrofoam cup of coffee with a grin on his face. As he walks past, a hand darts out and grabs his arm. We see the hand belongs to Roger Nixon.

Nixon: If I could just have one minute of your time, Clark...

Clark: (Suspicious) How do you know my name?

Nixon: Roger Nixon. I'm a journalist with the Inquisitor...and I would very much like to write a story about you.

Clark: Thanks. But I'm really not interested.

Clark walks past Nixon, who follows him.

Nixon: Why weren't you hurt in that explosion? You *were* in the truck on the farm.

Clark stops dead in his tracks.

Clark: (Nervously) Wh..I was nowhere near that truck.

Lex: (Off screen) Am I missing something interesting?

Nixon: Lex?

As Nixon turns around, we see Lex standing in the doorway behind him, watching the two of them. Nixon studies Lex a little fearfully.

Lex: (Walking toward them) You know my name, but I don't know yours.

Nixon: (A bit suspicious) Roger Nixon. I work for the Inquisitor.

Lex: (Amused) When is someone going to put that bad excuse for a tabloid out of it's misery?

Nixon: (A bit insulted) It was nice meeting you, Lex. (Lex nods, and Nixon turns to Clark) I'm sure we'll talk again soon, Clark.

Nixon leaves and Clark stares after him nervously. Lex studies Clark for a moment, before turning to watch Nixon leave.

Lex: What was that all about?

Clark: He wants to do a story on me. Make me out to be some kind of hero.

Lex: The Inquisitor's a rag Clark. If I were you, I wouldn't get mixed up with him.

Clark: I don't intend to.

Lex: (Looking back to where Nixon exited) If he gives you any more trouble, let me know.

Lex walks off, and Clark watches him, thinking about what just happened.

Cut to a shot inside the barn. Jonathan is sawing something with the table saw, while Martha watches and drinks coffee. Clark walks in, slowly, as if he has something to tell them but doesn't want to.

Jonathan: Hi son.

Clark doesn't reply.

Jonathan: Something wrong?

Clark: (Quietly) A journalist from the Inquisitor wants to do a story on me. He knows I was in the truck. I don't think it was an accident...I think he set it up. To test me.

Martha: (Concerned) How did he know you'd survive?

Clark: He must have seen me do something before.

Jonathan looks a bit upset at this news, remembering when this happened before.

Clark: (Upset) Look, I swear, ever since Phalen I've been so careful!

Jonathan: (Reassuringly) Clark, it's not your fault.

Clark: What do I do?

Jonathan: Carry on like everything's fine. Go to school, take Chloe to the dance, and if this reporter's really got something, I'm sure he'll come talk to us.

Martha nods in agreement.

Clark nods, then pauses. He starts to leave, then turns back to his parents, then turns to leave again, obviously torn between wanting to tell them something and wanting to keep it to himself. Martha notices this.

Martha: What else?

Clark: (Hesitantly) I think Lex has a piece of the spaceship.

Jonathan: (Shocked and intense) Are you sure?!

Clark: I saw it on his desk. It's the missing piece.

(Cut to a shot outside the barn)

Clark: (Off screen, his voice sounding as if it's coming through a radio) He must have found it out in the field. I don't know if he suspects anything, but who knows what he's going to do?

We pan down and see Roger Nixon, sitting in his car staring at the barn. He's wearing earphones, listening to the conversation inside the Kent farm, which he has bugged.

(Cut to a shot back inside the barn)

Clark: We all know how persistent Lex can be, and...

Martha: (Shaking her head, upset) He can't trace it to us.

Jonathan: You're mother's right, son. We'll just keep our heads low. So when you do your...

Cut to a shot of Nixon watching outside, and Jonathan's voice coming through the headphones.

Jonathan:...chores, don't use your abilities. And whatever you do, stay away from that storm cellar.

Back inside the barn, Clark nods in agreement, a concerned look on his face.

Cut to a shot the next day of the outside of Luthor Manor. We go inside and see a hand opening the small compartment on Lex's desk and removing the disk. As we pan up, we see it's Roger Nixon. He studies the disk, and clutches it in his hand, hiding it, as he hears Lex coming down the stairs toward the office.

Lex enters his study, an annoyed look on his face. The annoyance is intensified as he sees Nixon sitting in Lex's chair with his feet propped up on Lex's desk.

Nixon: (Casually) You wanted to see me, Lex? I'm surprised you even remembered my name.

Lex: (Crossing his office) I warned you to stay away from the Kents.

Roger: (Sarcastically as he gets out of the chair) Well, let me guess. This is where you remind me of all the terrible things you can have done to me.

Lex: (Angrily) Roger, as I'm sure you're well aware, I'm a little pre-occupied at the moment. I don't have time to deal with your petty annoyances.

Roger: Well, what I have discovered is beyond you and your problems. And your threats.

Roger sits in the leather chair and puts his feet up as Lex glares at him from behind his desk.

Lex: This new found self assurance doesn't suit you, Roger.

Nixon: Be nice Lex. Or I may not let you bid on my discovery. And I know you want to...especially when you consider all your interest in the, uh, crash site, and the Kents.

Lex: What was found out there has nothing to do with the Kents or with you.

Nixon: Are you certain?

Lex: (Angrily) Roger, for all your bravado, you have yet to show me anything.

Roger: I'll show you all the evidence you need. Tonight. And you'll see for yourself, there's a whole lot more to your friend Clark Kent than meets the eye.

This last statement angers Lex further, and he comes out from behind his desk, walking up until he's nose to nose with Nixon.

Lex: (Threateningly) I swear, if you harass Clark or his parents--

Roger: Who said anything about harassment? Maybe I'll just tell them the truth--that you turned me on to them. And if you're not interested in what I have...I know of another Luthor who will be.

Lex: You are playing a very dangerous game. You'd better pray you're not wrong.

Cut to a shot of a book, it's pages being flipped by the wind. We pull back and see we're inside Clark's Fortress of Solitude. He's standing in front of a mirror, dressed in his tuxedo and fiddling with his bow tie. He hears a noise below and assumes it's his mom.

Clark: Mom, can you gimme a hand with this?

When he gets no answer and hears footsteps too heavy to be Martha's, he stops what he's doing.

Clark: (Suspiciously) Who's there?

As he turns toward the steps, we see Lex ascending the stairs.

Lex: (Chuckling) It's me, Clark. You all right?

Clark: (Relieved) Yeah, I'm fine.

Lex: Really. You seem a little tense.

Clark: (Grinning nervously as he resumes fiddling with his tie) It's just the dance and everything.

Lex: (Amused as he watches Clark fumbling with the tie) Come here. (Lex reaches out and begins to tie the bow tie correctly) I'm sure I've tied more of these than your mother.

Clark: I thought you were holed up in the mansion?

Lex: (Concentrating on the tie) I needed to clear my head. Took a drive, ended up here. (Amused) I didn't mean to bother you on your big day.

Clark: (Sincerely) I've got a little time. Chloe's picking me up.

Lex: (Chuckling as he finishes the tie) That's very progressive. What happened to the truck?

Clark: (Nervously) Farming accident. You know how it is. (Grabs his tuxedo jacket off a nearby hook) So how goes the bailout?

Lex: Not sure, Clark. I think it's going to get ugly before it gets better. My father is dead set against me succeeding.

Clark: (Pulling on his jacket) Why would your father be against the plant?

Lex: We have a complicated relationship, Clark. My father wants me to believe it's built on trust, but it's not. It's built on lies and deceit. Any relationship with that foundation is destined to fail. (Lex gives Clark a small smile) Lucky we don't have that problem.

Clark: (Smiling nervously) Lucky us.

Clark goes back to the mirror and adjusts his jacket, as Lex comes to stand next to him.

Lex: (Sincerely) I want you to know whatever happens in the next few days, I'm still your friend and that's never gonna change. I hope you feel the same way.

Clark looks at Lex with a concerned expression.

Clark: I do. What do you think is going to happen?

Lex: I don't know. Just got a bad feeling. Kind of like when you can smell the air change before a storm.

Clark: Storms are a way of life around here, Lex. The trick is not to get caught out in the open.

Lex studies Clark for a moment, then gives him a small smile.

Lex: (Sincerely) Look after yourself.

Lex turns to leave as Clark watches him go.

Cut to a shot inside the trophy case at Smallville High. We pan around and see Whitney and Lana looking inside, studying the trophies.

Whitney: (Sadly) It's hard to believe. I thought my whole life was in that trophy case. Now it all seems so trivial.

Whitney and Lana walk away from the case, arms around each other.

Lana: I should get you to the bus station.

Whitney: (Stopping and turning to Lana) Hey. My bus doesn't leave for an hour. How about we go check out the gym.

Lana: Okay.

Whitney kisses Lana on the forehead and leads her to the gym and flips on the lights. There are balloons all over the floor, decorations all over the walls, small twinkling lights hanging from the ceiling, mirror ball above the dance floor.

Lana: It's beautiful.

Whitney: Where is everyone?

Lana: An hour before the dance, the set up committee goes home to get ready.

As Lana crosses the floor to stand in the center of the gym to take in all the decorations, Whitney makes his way over to a small radio left by one of the kids on the set-up committee. He pops open the top and inserts a CD he's brought. He presses play, and "Everything" by Lifehouse begins to play as he walks over to Lana. He smiles, and she smiles back as he reaches out and pulls her bag off of her shoulder and sets it on the floor.

Whitney: You're missing the spring formal because of me. We still have time for one last dance.

Lana smiles and moves into his arms, resting her head on his shoulder as they begin to slow-dance.

Whitney: (Softly) I'm sorry I didn't tell you before I enlisted.

Lana: (Pulling back to look at Whitney) I think you're very brave.

Lana puts her head back on Whitney's shoulder, as they continue to dance. Lana's face is unsure--not sure of how she feels about Whitney leaving.

Whitney: I know this is kind of sudden...that you're not sure how you feel about us...

Lana: (Pulling back to look into Whitney's eyes again) Whitney...let's just dance.

Lana puts her head back on his shoulder and they both continue the dance, their conflicting emotions crossing their faces as the scene fades out.

Cut to a scene of the Kent driveway. We see Chloe's red car pulling in, as Clark heads out of the house, clutching a corsage box in his hands. Chloe climbs out of the car, the wind whipping at her fuscia dress.

Chloe: (Excitedly) Hi! (Stops so Clark can see her dress) Whaddya think? Too pink?

Clark: (Surprised) No, you look... you look beautiful.

Chloe: (happily) Thank you. (Laughs and indicates Clark's tux) You clean up nicely yourself. (Touches Clark's tie) What happened to the red tie?

Clark: Oh. Instinct told me it was the wrong way to go.

Chloe: (Laughs, then points to the corsage box) Is that for me?

Clark: Oh, yeah.

Clark opens the corsage box, and slides a pretty fucisha corsage on Chloe's wrist.

Chloe: (Happily) Oh, wow! It's beautiful! (Smiles at Clark, then remembers) Oh! I have yours!

Chloe pulls out a white rose boutonnière from her bag and holds it up to Clark's lapel, fumbling with the pin.

Chloe: Okay...

Chloe pins the flower on to Clark's lapel, flinching as she pricks her finger.

Chloe: (Concerned) Oh! Did I get you?

Clark: (Shaking his head) Nuh-uh.

Clark and Chloe stare at each other, Clark looking as if he's seeing Chloe for the first time. Chloe breaks the stare first

Chloe: We should go.

Clark: (Grinning widely) Yeah. we go.

Chloe heads for her car

Clark: I'll get the door.

Chloe: Okay.

Clark opens the drivers side car door and holds it open for Chloe.

Chloe: (Sliding into the car) Thanks. (Looking up at the sky) Looks like a storm is coming.

Clark: Yeah. (Starting to close the car door) In?

Chloe: In.

Clark closes the door and crosses over to get in the passenger side. As he does so, we cut to a shot of Roger Nixon, watching the scene from his parked car though a pair of binoculars. He watches as the car pulls out of the drive. He then opens his closed fist and begins turning the piece of the ship he swiped from Lex over in his hands.

Cut to a shot of the school parking lot. Limos are pulling into the lot, and couples dressed in formal wear scurry across the parking lot as the rain begins to fall and the wind begins to pick up. Chloe's managed to get a space right next to the school, and Clark hurries to open the car door for her.

Clark: (Hair being blown every which way by the wind) This is crazy!

Chloe: (Climbing out of the car and laughing) I know!

Clark helps Chloe from the car.

Clark: You okay?

Chloe nods, and Clark puts his arm around her, trying to shield her from the wind. She puts her arm around his waist.

Chloe: Let's go!

Clark: Let's get inside.

Chloe laughs, and the two join the mass of students rushing inside the school. As Clark and Chloe enter the school, they're greeted by Whitney and Lana, who are leaving.

Lana: (Impressed) Wow! You guys look great.

Chloe: (laughing as she models her dress) Why thank you, Miss Rivers. It's faux-Wang.

Pete and his date--who looks like a young Mariah Carey--approach.

Chloe: Hi! Hi Erica!

Erica: Hi!

Pete: (Stammering nervously) Hey, Chloe...could you, uh...

Erica: (Taking the camera from Pete's hands) He wants you to take our picture.

Chloe: Oh, yeah, sure! (Turns to Clark) I'll just be a second. (Reaches up, and wipes some stray raindrops from Clark's face) I think he wants proof that this night actually happened.

As Chloe walks off with Erica and Pete, Clark turns to Whitney and Lana.

Whitney: Well...I guess this is it.

Clark: (sincerely) Good luck, Whitney.

Whitney: Lana, could I have a minute alone with Clark?

Lana: Sure. I'll, uh, bring the truck around.

Whitney:(Handing Lana the keys) Okay.

Lana: (Smiling) Thanks.

Lana heads out the doors as Whitney and Clark watch, then walk toward the doors.

Whitney: (Sighing) You and I have had a weird year. I started out thinking you just wanted to steal Lana. (Apologetically) I'm not trying to make excuses, but...I did some things I'm not proud of. I'm sorry, Clark.

Clark: (Shaking Whitney's hand) I appreciate that.

Whitney: (Taking a deep breath) Listen, Clark...there's something I want to ask you. A favor.

Clark looks a bit confused and surprised.

Clark: Okay.

Whitney: Lana's not sure how she feels about our relationship right now. But I am. I need you to look after her until I get back.

Clark: (Hesitant and surprised) I really don't know what to say....

Whitney: Say yes.

Clark: Okay.

Whitney: Clark?

Clark: (Thinks for a second) I promise.

The conversation is interrupted by a horn honking. The two look out to see Lana waiting outside in the parked truck. She motions to Whitney to come over.

Whitney: (Claps Clark on the shoulder) Thanks.

Clark: (Calling out after Whitney) Good luck.

Clark moves to stand in the doorway, watching as Whitney gets in the truck. Lana looks out the passenger window and she and Clark stare at each other for a moment, before Lana raises her hand in a sad wave. Clark gives her a sad smile and raises his hand to wave back. The truck pulls away, and Chloe approaches Clark from behind.

Chloe: What was that all about?

Clark: (Dismissively) Oh, just guy stuff. (Looks Chloe up and down) Have I told you how beautiful you look tonight?

Clark offers his arm to Chloe, who takes it as they head for the gym.

Chloe: Yeah, but frequent reminders are always appreciated.

Cut to a shot of Whitney's truck pulling into the Smallville bus station. In the parking lot, people board a Grayhound bus. Whitney parks the truck next to the bus, and turns to Lana.

Lana: (With false cheerfulness) Do you have everything?

Whitney: You're only allowed one bag.

Lana: (Dryly) I'd never make it as a Marine.

Whitney and Lana laugh at her joke.

Lana: I want you to have this for luck.

Lana takes Whitney's hand, and places her meteor necklace in his palm.

Whitney: (Touched) I won't lose it this time.

Lana smiles sadly, and Whitney pulls her into an embrace. He squeezes his eyes shut, trying not to cry, and Lana does the same.

Whitney: (Softly) Goodbye, Lana.

Whitney releases Lana, and gets out of the truck. He grabs his bag out of the back, looks at Lana, and heads for the bus. Lana watches him go, and a look of realization crosses her face--he's really leaving. Whitney sets his bag on the bus steps and turns to look at Lana one last time. As he does, Lana flings open the door to the truck and runs to Whitney. She throws her arms around him and embraces him tightly, trying not to cry.

Whitney: (In a loud whisper, trying to be heard over the whipping wind) I loved you the first moment that I saw you. I'll still love you when I see you again.

Lana pulls back from the embrace, and she and Whitney kiss tenderly. As they break the kiss, Whitney and Lana give each other a last look, before Whitney boards the bus. Lana sighs and watches as the bus pulls out of the parking lot.

Cut to a scene in the Kent storm cellar. Light spills down the steps as the door opens, and cautious footsteps are heard as someone descends the stairs. It's Nixon, armed with a video camera, on the top of which is mounted a large light. He peers around, and stops in front of a large mass covered by a tarp. He reaches down, and pulls off the tarp, revealing Clark's ship. He looks amazed.

Nixon: (Filming the ship) Oh Roger! Baby! You are going to be *filthy* rich!

As he circles the ship, Roger zooms in on an octagon shaped impression that perfectly matches the piece in his possession.

Cut to a scene inside the high school gym. Prom is in full swing, with Remy Zero on stage performing "Save Me" as students pack the dance floor. Pete is standing by the punchbowl, enjoying the music as Clark approaches.

Clark: Hey!

Pete: (excitedly) Hey, Chloe's having a great time!

Cut to a shot of Chloe standing with Erica and a few other girls, talking and laughing.

Clark: (Happily) I promised her a night she'd never forget.

Pete: (Watching Chloe) I'm glad you finally stepped up, Clark.

Clark: (Drinking punch and watching Chloe as well) Me too. (Points to the band on stage) Hey, I like these guys.

Pete: Yeah. (Shouts excitedly toward the stage as he raises his fist) Remy Zero!

Remy Zero wraps up "Save Me" as everyone applauds, then launches into "Perfect Memory." Chloe looks thrilled as she hears the song.

Chloe: (To the other girls) Oh! I love this song!

Pete: Hey, you know this is one of Chloe's favorite songs.

Clark: (Grinning) Why do you think I requested it?

Clark heads toward Chloe as Pete laughs.

Pete: Ha ha ha ha! Now that's what I'm talking about!

Clark approaches Chloe, who stops talking to the girls and smiles as she sees him. All the other girls grin excitedly at Chloe.

Clark: (Offering his arm to Chloe) May I have this dance?

Chloe: (Taking Clark's arm) Of course.

The two smile at each other and laugh as they head out to the dance floor. They find a spot on the floor, and Clark pulls Chloe close for a slow dance, staring into her eyes.

Cut to a shot of Whitney's truck, speeding down the road. We can still hear the Remy Zero song, intercut through the scenes of Prom and Lana. The sky is filled with dark clouds, and thunder cracks as Lana drives down the road, tears streaming down her face. She wipes at the tears, and jumps as thunder rumbles nearby. From Lana's POV, we see the air is filled with debris being carried by the wind. From out of nowhere, a row of mailboxes appears, flying through the air. They crash into Lana's windshield, and she screams as she loses control of the truck, plowing it into a ditch. She's pitched forward hard as the truck hits the ditch, but appears unhurt. Scared and crying, she pushes her hair out of her eyes and exits the truck, falling to the ground. She climbs to her feet, struggling against the wind, which is whipping with gale force. She walks toward the road, trying to push her hair out of her eyes so she can see. She finally does, and stops, a look of terror and shock crossing her face. We look across the road to see three skinny tornadoes known as a tornado family heading straight for Lana. Frightened, she looks around for shelter, before climbing back into her truck.

Cut to a shot of the Kent Farm. Jonathan and Martha struggle against the wind as they head for their storm shelter.

Jonathan: (Shouting) There's nothing more we can do here! We gotta get to the storm cellar!

Martha: (Also shouting) What about Clark?!

Jonathan: School's on the other side of town! He'll be fine!

Jonathan stops as he sees the door of the storm cellar--open and flapping in the wind.

Inside the storm cellar, Nixon runs his fingers over the octagon impression. He pulls the missing piece from his pocket, and holds it up. As he does so, the piece begins to shake violently, before flying out of Nixon's hands. It hovers over the impression, twisting several times to match it's sides with those in the impression, before sliding down inside the impression. Nixon jumps back. As he does so, Jonathan and Martha come down the storm cellar steps.

Nixon: Mr. Kent!

Jonathan: (Rushing toward Nixon) Who the hell are you?!

Nixon: Roger Nixon, Metropolis Inquisitor!

Jonathan grabs Nixon by the collar and throws him against the wall.

Jonathan: (Angrily) You're that reporter, aren't you! You're the one who threatened Clark!

Martha: (Yelling, trying to pull Jonathan off Nixon) Don't do anything!

Jonathan: (Turning to Martha) Why shouldn't I? He tried to kill our son! (Turning to Nixon) Did you blow up that truck?

Nixon:I knew it wouldn't hurt him...

Jonathan throws Nixon against the opposite wall

Martha: (Screaming) No! Jonathan please...stop!

Jonathan: Who sent you? Was it Lex Luthor. (Even more angry) Was it Lex Luthor!!

Nixon: I don't need Lex Luthor! I'm gonna tell the entire world about your son!

Jonathan punches Nixon and advances on him as Nixon falls to the ground. He grabs Nixon by the throat.

Martha: (Screaming) No!! Jonathan!

Jonathan: Come on! Get up!

Martha turns to look behind her, and gets a shocked look on her face.

Martha: Jonathan!

Jonathan turns to see what she's looking at. The ship has rises off the ground and is floating in the air. It turns toward the exit behind Martha and Jonathan. Nixon takes advantage of the disruption and bolts for the stairs. As he does so, Jonathan turns to go after him, but Martha grabs him.

Martha: (Pleading) Jonathan! The tornado!

Jonathan: Martha, he knows everything! I will not let him destroy this family!

Martha: (Crying) No! Please!

Jonathan: (Pushing Martha away) No!

Martha: (Screaming) Jonathan!

Jonathan heads out into the storm in pursuit of Nixon. Martha notices a yellow glow filling the room, and turns back toward the ship, which is now glowing. She watches fearfully as the ship lights up, and several panels on the ship open along with the sound of the ship powering up.

Cut to a scene fr0om the Prom. Perfect Memory is still playing, and Clark and Chloe are still dancing.

Chloe: Clark Kent. Man of mystery. Just when I think I have you figured out, you surprise me.

Clark: (Puzzled) How's that?

Chloe: The song...the tux...tonight.

Clark: And I'm still here.

Chloe: Yeah, you are.

Chloe rests her head on Clark's shoulder. Clark grins, and closes his eyes happily as he nuzzles against Chloe's hair. Chloe smiles as she presses her cheek against Clark's shoulder. Clark pulls back and looks deeply into Chloe's eyes. His eyes fall shut as he lowers his lips to hers. Just as their lips brush, the music stops and feedback from the microphone causes both of them to jump back.

Assistant Principal: Stop. Stop the music, please. Excuse me for a second. Can I have everyone's attention please? (Everyone stops and turns to the stage) Um, thank you. The National Weather Service has just issued a tornado warning. Apparently three funnels have been spotted heading toward Smallville.

Murmurs run through the crowd. Clark and Chloe exchange a fearful look.

Assistant Principal: Now, uh, please, everyone stay calm. The twisters are going to set down south of here, but for your own safety, no one will be allowed to leave the gym.

A look of realization crosses Clark's face.

Clark: (Concerned) The bus station's south of town. Lana's there.

Chloe: (Reassuringly) Clark, don't worry about it. I'm sure she's home by now. You know, what....I'll go call her on my cell. You wait here.

Chloe starts to walk across the gym floor. She only gets a few steps away, before she stops, feeling something isn't right. She turns back to where she left Clark.

Chloe: (looking around quizzically) Clark? Clark?

Chloe is left standing in the middle of the gym, alone...Clark is nowhere to be seen.

Cut to a shot of the small compartment on Lex's desk being opened. It's empty. A hand knocks the compartment off the desk. We pull back and see Lex, angrily going through the papers and books stacked on his desk, hunting for the disk. He tries to open a small wooden box on his desk, then slams it down. He crosses to his the bookshelves that line the wall. He begins angrily pulling books from the shelf, throwing them to the ground in frustration.

Lex: (Yelling) Damn it, Nixon!

Lighting flashes from outside, as the doors to the study are flung open and Lionel strides in.

Lionel:'re using your mother's stock to fund the buyout. That's your secret source.

Lex rolls his eyes, extremely annoyed.

Lionel: I must admit, it's a bold move, Lex. But it won't work!

Lex: (Crossing the room to check a small bookcase on the other side of the study) Did you brave the weather to tell me that?

Lionel: (Voice raised) It's suicide, Lex! You may get the plant, but you're putting your employee's homes on the line. Forfeighting your own future!

Lex: (Turning toward his father angrily) Or forging a new destiny free from you!

Lionel: (Shocked) You're not my enemy. You're my son.

Lex gives Lionel a small, cold smile.

Lex: I never saw the distinction.

Lex crosses the study again, going back to recheck the bookcases next to his desk. Lionel follows him. As they talk, Lex walks around the office, picking up various things sitting in the shelves and tables, and tossing them down in frustration.

Lionel: (Raising his voice) When Alexander the Great was dying, his generals asked who he would leave his empire to. If he would appoint a successor, it would keep the legacy intact...prevent generations of bloodshed! His answer was simple--I leave it to the strongest.

Lex turns and stands nose to nose with his father.

Lex: (Yelling) I believe the term is 'Cry havoc and let slip the dogs of war!'

Lionel reaches out and angrily grabs the sides of Lex's head, yanking him forward.

Lionel: (Threateningly) I'll bury you and everyone in Smallville who takes your side!

Lex reaches up and violently throws his father's hands off of him. As he does so, a burst of wind from the tornado rips through the windows behind Lex's desk, shattering the glass, and sending Lionel and Lex spinning to opposite sides of the study. Lionel falls to the ground, and Lex slides across the floor, into a small bookshelf which crashes down on top of him. As Lionel struggles to get up, one of the large columns holding the ceiling up collapses on top of him, pinning him to the ground. Lex throws the bookshelf off himself. A large gash has opened up over his eye, covering one side of his face with blood. The roof support beams begin to collapse, and one crashes down, it's jagged edge hovering right over Lionel. Lionel struggles to push the column off of him, but it is too heavy. Lex struggles to his feet, clutching his head as his father calls out to him.

Lionel: (Pleading weakly) Lex! Help me, Lex! Lex! I can't...move!

Lionel continues to struggle against the column. The wind rips through the room, sending paper and debris everywhere. Lex slowly crosses the room to stand near his father.

Lionel: (Pleading) Help me! Lex! (Reaches a hand out to Lex) Son....

Lex just stands there, coldly staring as his father struggles.

Cut to a shot of the road where Lana's truck has crashed. In the field across from Lana, the three twisters merge into one gigantic tornado. Inside the truck, Lana, in a panic, attempts to use her cell-phone, but it's no use.

Lana: (Punching buttons on the phone) Please....please. (Frustrated) Damn it!

The twister moves across the field, engulfing a barn. Lana screams in frustration and throws the phone aside, before looking out the window and watching the barn disappear, her eyes wide with fear. She breathes heavily, her hands pressed against the glass, trying to see anything through the massive cloud of darkness moving closer.

Cut to a shot from Clark's POV, speeding along the Smallville roads. We break away from his POV to see him speeding down the road. He slows next to a sign indicating he's on route 90, and runs normal speed as he sees Lana's truck. The tornado has almost reached the truck. Lana looks out the window and sees Clark standing in the road. She begins banging on the windows.

Lana: (Screaming) Clark!

Clark: (Screaming, his eyes fearful) Lana!

Lana: (Screaming) Claaarrrkkkk! AHHHHH!

Lana screams loudly as the twister picks up the truck. The truck flies off the ground and spins around inside the twister, tossed around like a rag doll.

Clark: NOO!

Clark speeds into the center of the tornado as the truck disappears from sight.

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